EX-10.1





 Exhibit 10.1 
  





 
 November 15, 2018 

Spero Therapeutics, Inc. 
 675 Massachusetts Avenue, 14th Floor 
 Cambridge, Massachusetts 02139 

Attn: Joel Sendek, Chief Financial Officer and Treasurer 
  

	 	Re:	 3(a)(9) Exchange Agreement 



Ladies and Gentlemen: 
 This letter agreement
(this “Agreement”) confirms the agreement of Spero Therapeutics, Inc. (the “Company”) and the holders of the Common Stock listed on Schedule I attached hereto (the
“Stockholders”), pursuant to which the Stockholders have agreed to exchange an aggregate of 1,000,000 shares (the “Shares”) of Common Stock, par value $0.001 per share, of the Company (the
“Common Stock”) beneficially owned by the Stockholders in consideration for a total of 1,000 shares of Series B Preferred Stock of the Company (the “Preferred Shares”), which shall have the rights,
preferences and privileges set forth in the Certificate of Designation set forth on Exhibit A attached hereto (the “COD”). The Preferred Shares will be convertible into a total of 1,000,000 shares of Common Stock
(subject to adjustment as provided in the COD), subject to beneficial ownership conversion limitations set forth in the COD. 
 In
consideration of the foregoing, the Company and the Stockholders agree as follows: 
 (1) No later than the close of business on the second
business day after the date hereof (the “Closing Date”) and subject to the satisfaction or waiver of the conditions set forth herein, the Stockholders shall exchange the Shares for the Preferred Shares (the
“Exchange”) in the respective amounts listed on Schedule I. The Exchange shall be consummated pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).
On the Closing Date: (a) the Company shall file the COD with the Secretary of State of the State of Delaware; (b) the Stockholders shall jointly and irrevocably instruct Computershare Trust Company, N.A. (the “Transfer
Agent”) to cancel the direct registration book-entry statements from the Transfer Agent evidencing the Shares; and (c) the Company shall irrevocably instruct the Transfer Agent to issue and deliver to the Stockholders the Preferred
Shares in book-entry form, in the amounts and in the names set forth on Schedule I. 
 (2) The Company represents and warrants to each
Stockholder as follows: 
 (a) Neither the Company nor any of its affiliates nor any person acting on behalf of or for the
benefit of any of the forgoing, has paid or given, or agreed to pay or give, directly or indirectly, any commission or other remuneration (within the meaning of Section 3(a)(9) of the Securities Act and the rules and regulations of the U.S.
Securities and Exchange Commission (the “Commission”) promulgated thereunder) for soliciting the Exchange, and the Stockholders have received no additional consideration for the Shares other than the Preferred Shares.
Assuming the representations and warranties of the Stockholders contained herein are true and complete, the Exchange will qualify for the registration exemption contained in Section 3(a)(9) of the Securities Act. 

(b) It has the requisite corporate power and authority and power to enter into this Agreement and to consummate the Exchange
and such transactions shall not contravene any contractual, regulatory, statutory or other obligation or restriction applicable to the Company. 

(c) It has reserved a sufficient number of shares of Common Stock as may be necessary to fully permit the conversion of the
Preferred Shares and the issuance of the Common Stock issuable upon conversion of the Preferred Shares, without regard to any beneficial ownership limits. 
  












 (3) Each Stockholder, as to itself only, represents and warrants to the Company as follows:

 (a) It has the requisite power and authority to enter into this Agreement and consummate the Exchange and such
transactions shall not contravene any contractual, regulatory, statutory or other obligation or restriction applicable to such Stockholder. 

(b) It is the record and beneficial owner of the aggregate number of shares of Common Stock and Series A Preferred Stock of the
Company (“Series A Preferred Stock”) set forth opposite its name on Schedule I, which shares constitute all of the shares of Common Stock and Series A Preferred Stock beneficially owned by BVF and its affiliates. 

(c) It is the record and beneficial owner of, and has valid and marketable title to, the Shares being exchanged by it pursuant
to this Agreement, free and clear of any lien, pledge, restriction or other encumbrance (other than restrictions arising pursuant to applicable securities laws), and has the absolute and unrestricted right, power and capacity to surrender and
exchange the Shares being exchanged by it pursuant to this Agreement, free and clear of any lien, pledge, restriction or other encumbrance. It is not a party to or bound by, and the Shares being exchanged by it pursuant to this Agreement are not
subject to, any agreement, understanding or other arrangement (i) granting any option, warrant or right of first refusal with respect to such Shares to any person, (ii) restricting its right to surrender and exchange such Shares as
contemplated by this Agreement, or (iii) restricting any other of its rights with respect to such Shares. 
 (d) Neither
it nor any of its affiliates nor any person acting on behalf of or for the benefit of any of the forgoing, has paid or given, or agreed to pay or give, directly or indirectly, any commission or other remuneration (within the meaning of
Section 3(a)(9) of the Securities Act and the rules and regulations of the Commission promulgated thereunder) for soliciting the Exchange, and the Stockholders have received no additional consideration for the Shares other than the Preferred
Shares. 
 (4) This Agreement, and any action or proceeding arising out of or relating to this Agreement, shall be exclusively governed by
the laws of the State of Delaware. The parties agree that any action brought by either party under or in relation to this Agreement, including without limitation to interpret or enforce any provision of this Agreement, shall be brought in, and each
party agrees to and does hereby submit to the jurisdiction and venue of, any state or federal court located in Delaware. 
 (5) In the event
that any part of this Agreement is declared by any court or other judicial or administrative body to be null, void or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions of this Agreement
shall remain in full force and effect. In such an event, the Stockholders and the Company shall endeavor in good faith negotiations to modify this Agreement so as to affect the original intent of the parties as closely as possible. 

(6) No provision of this Agreement may be amended or modified except upon the written consent of the Company and each of the Stockholders, and
no provision hereof may be waived other than by a written instrument signed by the party against whom enforcement of any such waiver is sought. 

(7) This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken
together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties. 

[SIGNATURE PAGE FOLLOWS] 
  

  
 2 













 Please sign to acknowledge agreement with the above terms and return to the undersigned.

  

			
	Common Stockholder:
	
	Biotechnology Value Fund, L.P.
	
	By: BVF Partners L.P., General Partner
		
	By:	 	 BVF, Inc., General Partner

		
	By:	 	 /s/ Mark Lampert

	Name:	 	Mark Lampert
	Title:	 	President
	
	Biotechnology Value Fund II, L.P.
	
	By: BVF Partners L.P., General Partner
		
	By:	 	 BVF, Inc., General Partner

		
	By:	 	 /s/ Mark Lampert

	Name:	 	Mark Lampert
	Title:	 	President
	
	Biotechnology Value Trading Fund OS, L.P.
	
	By: BVF Partners OS, Ltd., General Partner
	
	By: BVF Partners L.P., Sole Member
		
	By:	 	 BVF, Inc. General Partner

		
	By:	 	 /s/ Mark Lampert

	Name:	 	Mark Lampert
	Title:	 	President
	
	 MSI BVF SPV LLC

	
	By: BVF Partners L.P., Investment Advisor
		
	By:	 	 BVF, Inc. General Partner

		
	By:	 	 /s/ Mark Lampert

	Name:	 	Mark Lampert
	Title:	 	President


 [Signature Page to 3(a)(9) Exchange Agreement] 












 Acknowledged and agreed to: 

Spero Therapeutics, Inc. 
  

			
	By:	 	 /s/ Ankit Mahadevia, M.D.

	Name:	 	Ankit Mahadevia, M.D.
	Title:	 	President and Chief Executive Officer

 [Signature Page to 3(a)(9) Exchange Agreement] 












 SCHEDULE I 
  

																	
	 Stockholder
	  	Shares of
Common
Stock
Beneficially
Owned	 	  	Shares of
Series A
Preferred
Stock
Beneficially
Owned	 	  	Shares of
Common Stock
to be Exchanged	 	  	Shares of
Series B
Preferred
Stock
to be Received	 
	 Biotechnology Value Fund, L.P.
	  	 	863,142	 	  	 	1,016	 	  	 	493,000	 	  	 	493	 
	 Biotechnology Value Fund II, L.P.
	  	 	629,115	 	  	 	823	 	  	 	385,000	 	  	 	385	 
	 Biotechnology Value Trading Fund OS, L.P.
	  	 	120,345	 	  	 	168	 	  	 	60,000	 	  	 	60	 
	 Investment 10, LLC
	  	 	—  	 	  	 	87	 	  	 	—  	 	  	 	—  	 
	 MSI BVF SPV LLC
	  	 	113,988	 	  	 	126	 	  	 	62,000	 	  	 	62	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Total
	  	 	1,726,590	 	  	 	2,220	 	  	 	1,000,000	 	  	 	1,000	 













 EXHIBIT A 

FORM OF CERTIFICATE OF DESIGNATION